Full Press Release Details
AND SIGA TECHNOLOGIES ANNOUNCE PLANS TO MERGE TO ESTABLISH PREMIER BIODEFENSE
MD and NEW YORK, NY, March 14, 2006
PharmAthene, Inc. and SIGA Technologies, Inc. (NASDAQ: SIGA) announced today
that they have entered into a term sheet providing for the merger of PharmAthene
and SIGA. The combined company, which intends to operate under the name
PharmAthene, features a substantial portfolio of procurement-stage biodefense
products targeting anthrax, smallpox and chemical nerve agents, as well as
robust pipeline of therapeutic and prophylactic drug candidates targeting
Category A biowarfare agents and emerging infectious diseases.
Wright, President and Chief Executive Officer of PharmAthene, will serve as
President and Chief Executive Officer of the combined company. Following the
merger, the Board of Directors for the new company will reflect the new
proportionate ownership. It is expected that the shareholders of SIGA will
approximately 32% of the combined company, which is anticipated to remain listed
on the NASDAQ stock market.
sheet, which has been approved by the Boards of Directors of both companies,
not binding in significant respects and is conditioned on, among other things,
the execution of a definitive merger agreement, approval of the shareholders
each company, regulatory approval and other customary closing conditions, and
expected to close during the second or third quarter of 2006.
addition, PharmAthene has agreed, subject to the negotiation and execution
definitive documentation, to provide SIGA with up to $3 million in interim
Wright, President and Chief Executive Officer of PharmAthene, said, "Today's
announcement furthers PharmAthene's strategy of securing a leadership position
in biodefense by rapidly expanding our portfolio in order to meet the urgent
biosecurity needs of this Nation and its Allies. A merger with SIGA will combine
PharmAthene's strong development and commercialization capabilities with SIGA's
outstanding research capabilities to create an expanded biodefense platform
multiple procurement-stage products and near-term revenue opportunities."
the most advanced smallpox treatment currently in development, is a small
molecule orally-active antiviral therapeutic, which ideally complements
PharmAthene's Valortim , a monoclonal antibody in development for the prevention
and treatment of anthrax infection, and Protexia , a recombinant bioscavenger in
development for chemical nerve agent poisoning," Mr. Wright added. "Our combined
biodefense portfolio will target three of the top five biodefense priorities
under Project BioShield. SIGA-246 has already shown promise in multiple animal
models, and PharmAthene's Valortim is currently undergoing human safety testing
and is positioned for procurement."
Wright also noted that SIGA's research pipeline includes novel classes of
antiviral compounds that broadly target hemorrhagic fever viruses, including
viruses which cause Dengue, Ebola, Marburg, and Lassa fever, with a lead
antiviral compound targeting Lassa fever undergoing preclinical
Hruby, Ph.D., Chief Scientific Officer of SIGA Technologies, said, "Smallpox
virus is considered one of the most significant biowarfare agents, as it is
easily transmissible, has an incubation period of between seven to fourteen
days, and high mortality and morbidity. Currently, there are no effective and
safe smallpox therapies available without the risk of significant complications,
and the U.S. government has expressed strong interest in the development of
novel smallpox therapies. Existing techniques to prevent or ameliorate smallpox
have unacceptably high rates of complications, including encephalitis,
myocarditis and death, and can take days or weeks to confer protection.
SIGA-246, by contrast, is a small molecule, which permits oral administration,
and it has demonstrated significant antiviral activity in animal models with
significant complications." Studies to assess the safety and pharmacokinetics of
SIGA-246 in humans are expected to begin later this month.
this strategic merger with PharmAthene as a tremendous opportunity for our
Company and our shareholders," said Donald Drapkin, Chairman of the Board of
SIGA. "In addition to a growing portfolio of biodefense technologies, which
directly complements SIGA's product focus, PharmAthene brings a management team
that is highly experienced in identifying niche markets, developing drugs to
address those markets, and launching successful products that dominate their
respective therapeutic classes. We are confident in their ability to generate
tremendous value for our shareholders, while providing the necessary vision
leadership to drive future growth."
merger, shareholders of PharmAthene will receive shares of SIGA Technologies
common stock, and all outstanding PharmAthene options and warrants will be
converted into options and warrants to purchase common stock of the combined
company. Shareholders of SIGA Technologies will own approximately 32% of the
combined company (on a diluted basis), with shareholders of PharmAthene owning
a privately-held biotechnology company, was formed to meet the critical needs
the United States by developing biodefense products. PharmAthene is dedicated
the rapid development of important and novel biotherapeutics to address
biological pathogens and chemicals that may be used as weapons of bioterror.
PharmAthene's lead programs include Valortim (being co-developed with Medarex
(NASDAQ:MEDX)) and Protexia . PharmAthene is located in the Chesapeake
Innovation Center in Annapolis, MD, the first technology incubator focused
solely on Homeland Security. For more information on PharmAthene, please visit
its website at www.PharmAthene.com.
SIGA Technologies, Inc.
Technologies is applying viral and bacterial genomics and sophisticated
computational modeling in the design and development of novel products for
prevention and treatment of serious infectious diseases, with an emphasis on
products for biological warfare defense. SIGA has the potential to become
a significant force in the discovery of vaccine and pharmaceutical agents to
fight emerging pathogens. SIGA's product development programs emphasize
the increasingly serious problem of drug resistant bacteria. In addition
to smallpox, SIGA has antiviral programs targeting other Category A viral
pathogens, including arenaviruses (Lassa Fever Virus, Junin, Macupo, Guanarito,
and Sabia), Lymphocytic choriomeningitis virus (LCMV), Dengue, the filoviruses,
Ebola and Marburg. For more information about SIGA, please visit SIGA's
Web site at www.siga.com.
Looking Statement Disclosure
press release contains certain "forward-looking statements'' within the meaning
of the Private Securities Litigation Reform Act of 1995, as amended, including
statements regarding the efficacy of potential products, the timelines for
bringing such products to market and the availability of funding sources for
continued development of such products. Forward-looking statements are
based on management's estimates, assumptions and projections, and are subject
uncertainties, many of which are beyond the control of SIGA and
PharmAthene. Actual results may differ materially from those anticipated